EXHIBIT 10.67
May 2, 2001
Ms. Marie Neff
4000 Lindsey Road
Marietta, Georgia 30067
Dear Marie:
I am pleased to confirm the following terms of your continued full time
employment with The Profit Recovery Group USA, Inc. ("PRG") as Senior Vice
President-Human Resources.
1. Base Salary. Your base salary will be at the rate of $165,000.00 per
annum, paid $6,346.15 every two weeks and pro-rated for partial years.
Your salary will be reviewed annually. The term "Adjusted Base Salary"
means and refers to the sum of your Base Salary and Ten Thousand and
No/100 ($10,000.00) Dollars (such Ten Thousand and No/100 ($10,000.00)
Dollars, together with accrued interest as hereinafter provided, is
referred to as the "Salary Deferred Compensation Credit"). Your Salary
Deferred Compensation Credit will not be paid to you but such amount
will instead be deferred and credited to your Account (as defined in
the attached Deferred Compensation Schedule).
2. Performance Bonus. Beginning January 1, 2001 and for so long as you
remain employed by PRG you will be eligible for annual bonuses, which
will include annual payout potentials of 35% of your Adjusted Base
Salary for achievement of your Target performance goals, and a maximum
annual payout potential of 70% of your Adjusted Base Salary. The
measurement periods will be calendar quarter or calendar year or a
combination of both. Your bonus will be pro-rated for partial years
based on the number of days you were employed by PRG during such year.
3. Car Allowance. You will be eligible for a car allowance paid at the
rate of $8,000.00 per annum, paid $666.67 monthly during your
employment and pro-rated for partial periods.
4. Employee Benefits. You will continue to be eligible for participation
in PRG's Employee Benefits Plan, which currently offers medical,
dental, life, short term and long term disability insurance, flexible
spending accounts, 401(k) Savings Plan and Employee Stock Purchase
Program. The effective dates for your coverage and participation in
these plans have previously been communicated to you under separate
cover.
5. Reimbursement of Expenses. PRG will pay your reasonable travel and
business expenses (including international air travel at business class
rate), subject to you submitting receipts in accordance with PRG's
normal practices and procedures.
Ms. Marie Neff
March 2, 2001
Page 2
6. Deferred Compensation. You will participate in PRG's Deferred
Compensation Program pursuant to the terms set forth in the attached
Deferred Compensation Schedule.
7. Paid Time Off. You will be entitled to paid time off pursuant to PRG's
PTO policy.
8. Termination.
(a) This Agreement may be terminated by PRG for "cause" upon
delivery to you of notice of termination. As used herein,
"cause" shall mean (i) any material misstatement or omission
in your employment application, resume or any other materials
provided by you and used by PRG in its decision to employ you,
(ii) fraud, material dishonesty, gross negligence, willful
misconduct, commission of a felony or an act of moral
turpitude, or (iii) engaging in activities prohibited by
Sections 3, 4, 5, 6 or 7 of the Employee Agreement signed by
you and dated March 7, 2001, or any other material breach of
this Agreement.
(b) You may, without cause, terminate this Agreement by giving PRG
thirty (30) days' written notice in the manner specified in
Section 11 hereof and such termination will be effective on
the thirtieth (30th) day following the date of such notice or
such earlier date as PRG specifies. PRG may, without cause,
terminate this Agreement by giving to you thirty (30) days'
written notice in the manner specified in Section 11 hereof
and such termination will be effective on the thirtieth (30th)
day following the date of such notice. At PRG's option, you
will cease performing your duties as an employee on such
earlier date as PRG may specify in notice of termination.
(c) In the event of your Disability, physical or mental, PRG will
have the right, subject to all applicable laws, including
without limitation, the Americans with Disabilities Act
("ADA"), to terminate your employment immediately. For
purposes of this Agreement, the term "Disability" shall mean
your inability or expected inability (or a combination of
both) to perform the services required of you hereunder due to
illness, accident or any other physical or mental incapacity
for an aggregate of ninety (90) days within any period of one
hundred eighty (180) consecutive days during which this
Agreement is in effect, as agreed by the parties or as
determined pursuant to the next sentence. If there is a
dispute between you and PRG as to whether a Disability exists,
then such issue shall be decided by a medical doctor selected
by PRG and a medical doctor selected by you and your legal
representative (or, in the event that such doctors fail to
agree, then in the majority opinion of such doctors and a
third medical doctor chosen by such doctors). Each party shall
pay all costs
Ms. Marie Neff
March 2, 2001
Page 3
associated with engaging the medical doctor selected by such
party and the parties shall each pay one-half (1/2) of the
costs associated with engaging any third medical doctor.
(d) In the event this Agreement is terminated, all provisions in
this Agreement or the Employee Agreement relating to any
actions, including those of payment or compliance with
covenants, subsequent to termination shall survive such
termination.
9. Severance Payments.
(a) If your employment with PRG is terminated by PRG for cause or
if you voluntarily resign other than due to Retirement (as
defined below), you will receive your base salary prorated
through the date of termination, payable in accordance with
PRG's normal payroll procedure, and you will not receive any
bonus or any other amount in respect of the year in which
termination occurs or in respect of any subsequent years.
(b) If your employment with PRG is terminated by PRG without
cause, you will receive your base salary and bonus for the
year in which such termination occurs prorated through the
date of such termination, plus a severance payment, subject to
adjustment as set forth below, equal to twelve (12) months of
the then current Adjusted Base Salary. Except as provided in
the immediately preceding sentence, you will not receive any
other amount in respect of the year in which termination
occurs or in respect of any subsequent years. The prorated
base salary will be paid in accordance with PRG's normal
payroll procedure, the prorated bonus will be paid in a lump
sum within ninety (90) days after the end of the year to which
it relates and the severance payment will be paid in twelve
(12) equal monthly installments commencing on the last day of
the first month following termination. If you are terminated
without cause, any severance benefits to which you are
otherwise entitled will be reduced by any compensation you
earn from other employment or consulting or otherwise for
services during the twelve (12) month period following the
effective date of your termination of employment with PRG.
(c) If your employment with PRG is terminated by your death or
Retirement, you (or your legal representative in the case of
death) will receive base salary and bonus for the year in
which such termination occurs prorated through the date of
such termination and will not receive any other amount in
respect of the year in which termination occurs or in respect
of any subsequent years. The prorated base salary will be in
accordance with PRG's normal payroll
Ms. Marie Neff
March 2, 2001
Page 4
procedure and the prorated bonus will be paid in a lump sum
within ninety (90) days after the end of the year to which it
relates.
(d) If your employment with PRG is terminated for Disability (as
defined below), you or your legal representative will receive
(i) all unpaid base salary and bonus for the year in which
such termination occurs prorated through the date of
termination with such prorated base salary payable in
accordance with PRG's normal payroll procedure and the
prorated bonus payable in a lump sum within ninety (90) days
after the end of the year to which it relates, and (ii) base
salary for a period of ninety (90) days following termination
of employment due to Disability at the rates in effect upon
the date of such termination payable in accordance with PRG's
normal payroll procedure, reduced (but not below zero) by the
sum of (x) all amounts paid by PRG to you as base salary prior
to termination of employment for the times that you were
unable to perform the services required of you under this
Agreement due to illness, accident or any other physical or
mental incapacity which resulted in your Disability and (y)
all amounts that you receive under any of PRG's standard
short-term group disability insurance coverage provided to you
as a result of such illness, accident or any other physical or
mental incapacity. To the extent that PRG has not reduced its
payments to you to reflect such amount that you receive under
such short-term group disability coverage, you will
immediately remit to PRG such amount upon your receipt
thereof. You will not receive any other amount in respect of
the year in which termination occurs or in respect of any
subsequent years. In lieu of terminating your employment, PRG
may elect to put you on unpaid leave of absence for a period
determined in PRG's sole discretion, but in no event to exceed
one year. If put on unpaid leave of absence, you will be
entitled to the same compensation to which you are entitled if
you are terminated due to Disability as set forth above and
shall not be entitled to any further compensation except that
you will continue to maintain your eligibility in all PRG
benefit plans (but only to the extent such continued
eligibility is not prohibited pursuant to the terms of any
such plan) provided that PRG will have no responsibility to
pay any premiums or other amounts on your behalf with respect
to any such plans. Notwithstanding anything contained herein
to the contrary, if PRG elects to place you on unpaid leave of
absence in lieu of terminating you, (i) PRG will be entitled
to subsequently terminate your employment with PRG on the
expiration of such leave of absence without any further
monetary obligations to you and (ii) PRG will have no
obligation to reinstate you to active status unless PRG
determines in its sole discretion that such reinstatement is
in the best interests of both PRG and you.
Ms. Marie Neff
March 2, 2001
Page 5
(e) If your employment is terminated for any reason, you will be
paid within sixty (60) days of termination for the value of
all unused vacation time which accrued during the calendar
year in which such termination occurs up to the date of
termination in accordance with the Company's policies.
(f) If you fail to observe or perform any of your duties and
obligations under Sections 3, 4, 5, 6 or 7 of the attached
Employee Agreement, you will forfeit any right to severance or
other termination payments of any amounts other than base
salary prorated through the date of termination and upon PRG's
demand for same, you shall repay PRG any severance or other
termination payments paid to you after the date of termination
of your employment with PRG (other than such base salary).
(g) Notwithstanding anything contained herein to the contrary, as
conditions precedent to receiving any severance benefits under
this Agreement, you will be required to (i) return all
property of PRG including, without limitation, all
Confidential Information (as that term is define in your
Employee Agreement), and (ii) execute and deliver in a
mutually satisfactory form (A) a general release and covenant
not to sue in favor of PRG, and its officers, directors and
employees, and (B) an agreement (1) to assist PRG with any
claims or litigation with others involving matters within the
scope of your employment with PRG, whether or not such claims
or litigation is initiated by PRG or others, (2) to refrain
from assisting others who are asserting claims against PRG or
suing PRG, and (3) to refrain from any disparagement of PRG,
or its officers, directors or employees.
10. Successors and Assigns. You may not assign this Agreement. This
Agreement may be assigned by PRG to any affiliate of PRG. The
provisions of this Agreement will be binding upon your heirs and legal
representatives.
11. Notices. Any notice to be given under this Agreement shall be given in
writing and may be effected by personal delivery or by placing such in
the United States certified mail, return receipt requested and
addressed as set forth below, or as otherwise addressed as specified by
the parties by notice given in like manner:
If to PRG: The Profit Recovery Group USA, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
Attention: General Counsel
If to you: 4000 Lindsey Road
Marietta, Georgia 30067
Ms. Marie Neff
March 2, 2001
Page 6
12. Withholdings. PRG will deduct or withhold from all amounts payable to
you pursuant to this Agreement such amount(s) as may be required
pursuant to applicable federal, state or local laws.
13. Entire Agreement. This Agreement, the Employee Agreement and such other
documents as may be referenced by such documents (the "Referenced
Documents"), constitute our entire agreement with respect to the
subject matter hereof and, except as specifically provided herein or in
the Employee Agreement and the Referenced Documents, supersedes all of
our prior discussions, understandings and agreements. Any such prior
agreements shall be null and void. This Agreement may not be changed
orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or
discharge is sought. Time is of the essence of this Agreement and each
and every Section and subsection hereof.
Please confirm your acceptance of this offer by signing and returning this
letter to me at your earliest convenience but in any event on or before March
25, 2001.
Best wishes,
/s/ John M. Cook
John M. Cook,
Chief Executive Officer
Accepted and agreed:
/s/ Marie Neff
- -----------------------------
Marie Neff
Date: May 30, 2001
-------------------------
Ms. Marie Neff
March 2, 2001
Page 7
DEFERRED COMPENSATION SCHEDULE
(a) Annual Deferred Compensation Credit. PRG will continue to
maintain an account (the "Account") which, subject to the
exceptions set forth below, will be increased each calendar
year by an amount equal to the sum of (i) the Salary Deferred
Compensation Credit (as defined in the body of your Employment
Offer letter) and (ii) Ten Thousand and No/100 ($10,000.00)
Dollars (the "Company Deferred Compensation Credit"). If your
employment with PRG is terminated prior to the end of any
calendar year due to (a) termination by PRG without cause as a
result of your position with PRG being eliminated, or (b) your
death, Disability or Retirement (as defined below), (i) a
prorated portion of the Salary Deferred Compensation Credit
will be credited to your Account in respect of the month in
which such termination occurs based upon the ratio of the
number of days in such month that you were an employee of PRG
to the total number of calendar days in such month and no
further credit will be made for any subsequent period, (ii) a
partial credit will be made to the Account with respect to a
Company Deferred Compensation Credit for such calendar year
prorated based on the ratio of the number of days in such year
that you were an employee of PRG to the total number of days
in such year, and (iii) the Account will also be credited with
an amount computed like interest on the credit balance of the
Account at the rate publicly announced from time to time by
Bank of America, N.A., Atlanta, Georgia, as its "prime rate."
If your employment with PRG is terminated prior to the end of
any calendar year for any reason other than due to (a)
termination by PRG without cause as a result of your position
with PRG being eliminated, or (b) your death, Disability or
Retirement, no portion of the Salary Deferred Compensation
Credit will be credited to your Account in respect of the
month in which such termination occurs or any subsequent
period and the amount that would have otherwise been credited
in your Account pursuant to the immediately preceding sentence
in respect of the month in which such termination occurs will
instead be paid to you as additional Base Salary and no
credits will be made to the Account with respect to a Company
Deferred Compensation Credit for such calendar year. For these
purposes, the Salary Deferred Compensation Credit and all
interest accrued on the credit balance of the Account shall be
deemed to be credited to the Account as of the end of each
month and the Company Deferred Compensation Credit shall be
deemed to be credited to the Account as of December 31 of each
year unless your employment with PRG terminates due to (a)
termination by PRG without cause as a result of your position
with PRG being eliminated, or (b) your death, Disability or
Retirement, in which case the Company Deferred Compensation
Credit for your final year of employment will be deemed to be
credited to the Account as of the last day of the month within
which your employment with PRG is terminated. PRG shall in all
events determine (in its sole and absolute discretion) whether
your employment with PRG has been terminated as a result of
your position with PRG being eliminated.
Ms. Marie Neff
March 2, 2001
Page 8
(b) Vesting. The provisions of this Section (b) shall determine
the portion of the Account which is vested and eligible for
payment in accordance with Section (c) of this Schedule.
(i) General Vesting Rule. You will be immediately vested
in the portion of the account attributable to all
Salary Deferred Compensation Credits and subject to
the other provisions of this Schedule, interest
credited with respect thereto. Subject to the other
provisions of this Schedule, your right to the
portion of the Account attributable to each Company
Deferred Compensation Credit and all interest
credited with respect thereto (as determined pursuant
to Section (a) of this Schedule) will vest annually
at the rate of ten percent (10%) per year as of
December 31 of each year beginning with the year that
such Company Deferred Compensation Credit is credited
to the Account. Each Company Deferred Compensation
Credit made to the Account will vest independently of
all other Company Deferred Compensation Credits made
to the Account.
(ii) Termination Due to Death, Disability or Retirement.
If your employment with PRG terminates due to your
death, Disability or Retirement (as defined below),
then notwithstanding anything to the contrary in
Section (b)(i) of this Schedule, you, in the event of
Disability or Retirement, or your Beneficiary, in the
event of your death, will be vested in the entire
balance of the Account [including any Company
Deferred Compensation Credit credited to the Account
as of the last day of the month within which your
employment with PRG is terminated, as provided in
Section (a) of this Schedule]. Retirement means your
resignation of employment with PRG on or after your
sixtieth (60th) birthday and following at least ten
(10) years of full time employment with PRG.
(iii) Termination for Cause. Upon the termination of your
employment for Cause (as defined in Section 8(a) of
the Employment Offer letter), notwithstanding
anything to the contrary in Section (b)(i) of this
Schedule, you will be vested in the Salary Deferred
Compensation Credit in the Account as of the end of
the month preceding such termination or resignation
but you will not be vested in any portion of the
Company Deferred Compensation Credit, regardless of
whether or not previously vested, or in any interest
accrued on either the Salary Deferred Compensation
Credit or the Company Deferred Compensation Credit.
Ms. Marie Neff
March 2, 2001
Page 9
(iv) Termination by PRG Without Cause. If your employment
with PRG is terminated by PRG without cause, then
notwithstanding anything to the contrary in Section
(b)(i) of this Schedule, your right to each Company
Deferred Compensation Credit and all interest
credited with respect thereto (as determined pursuant
to Section (a) of this Schedule) will vest for the
year within which such termination occurs by an
additional percentage equal to ten percent (10%)
multiplied by a fraction, the numerator of which is
the number of days in such year that you were an
employee of PRG and the denominator of which is the
total number of days in such calendar year. For
example, if your employment is terminated by PRG
without cause effective as of July 2, 2001 (the 182nd
day of the year) you will be entitled to (i) fifteen
percent (15%) of the Company Deferred Compensation
Credit relating to 2000, and all interest credited
with respect thereto (calculated by adding 10% for
2000 and 182/365 of 10% for 2001), and (ii) five
percent (5%) of the Company Deferred Compensation
Credit relating to 2001 and all interest credited
with respect thereto (calculated as 182/365 of 10%
for 2001).
(v) No Further Credits. Except as otherwise expressly
provided for above, upon your termination of
employment with PRG, no further increase in the
vested balance shall be made to the Account.
(c) Payments Following Termination of Employment. If your
employment with PRG is terminated for any reason, you (or, in
the event of your death, your Beneficiary) will receive a
payment equal to the portion of the Credit Balance of the
Account which is vested in accordance with Section (b) of this
Schedule within sixty (60) days after the earlier to occur of
(A) your death, or (B) your termination of employment with
PRG. The portion of the Account which is not vested in
accordance with Schedule hereof following termination of your
employment with PRG will be forfeited and you will not be
entitled to any payment with respect thereto.
(d) Beneficiary. You have the right to designate a beneficiary
("Beneficiary") under this Agreement who shall succeed to your
right to receive payments with respect to this Schedule in the
event of your death. If you fail to designate a Beneficiary or
a Beneficiary dies without your designation of a successor
Beneficiary, then for all purposes hereunder the Beneficiary
shall be your estate. No designation of Beneficiary will be
valid unless in writing signed by you, dated and delivered to
PRG. Beneficiaries may be changed by you without the consent
of any prior Beneficiary.
Ms. Marie Neff
March 2, 2001
Page 10
(e) Rights Unsecured; Unfunded Plan; ERISA. PRG's obligations
arising under this Schedule to pay benefits to you or your
Beneficiary constitute a mere promise by PRG to make payments
in the future in accordance with the terms hereof and you and
your Beneficiary have the status of a general unsecured
creditor of PRG. Neither you nor your Beneficiary have any
rights in or against any specific assets of PRG. It is our
mutual intention that PRG's obligations under this Schedule be
unfunded for income tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). We each will treat our obligations under
this Schedule as maintained for a select group of management
or highly compensated employees exempt from Parts 2, 3 and 4
of Title I of ERISA. PRG will comply with the reporting and
disclosure requirements of Part 1 of Title I of ERISA in
accordance with U.S. Department of Labor Regulation
2520.104-23.
(f) Nonassignability. Your rights and the rights of your
Beneficiary to payments pursuant to this Schedule hereof are
not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance attachment, or
garnishment by your creditors or those of your Beneficiary.